To,

The Members

Techindia Nirman Limited.

This is to inform the members of Techindia Nirman Limited ("the Company") that pursuant to an application filed under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("IBC") by Agri-Tech (India) Limited, the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT"), vide its order dated 02 nd January 2025, had admitted the Company into the Corporate Insolvency Resolution Process ("CIRP").

Mr. Vallabh Narayandas Sawana (IBBI Reg. No. IBBI/IPA-001/IP-P-02652/2022-2023/14114) was appointed as the Interim Resolution Professional (IRP) and was subsequently confirmed as the Resolution Professional (RP) in the first Committee of Creditors (CoC) meeting held on 30th January 2025 through virtual mode. During this meeting, the CoC ratified expenses, confirmed the remuneration of the IRP, and formally appointed Mr. Vallabh Narayandas Sawana as the Resolution Professional.

Operational creditor claims from Ferry Fax Farms Private Limited and National Stock Exchange of India Limited were noted and admitted as per procedure, and unsecured financial creditor claims, including those from Agri-Tech (India) Limited, Gemag Multitrade Pvt Ltd, Jeen Bhavani Metals Pvt Ltd, Paharimata Commodities Pvt Ltd, and Maa Pahari Mercantiles Pvt Ltd, were received and admitted provisionally based on books of accounts and bank statements. Claims from employees, such as gratuity dues for Mr. Sunil Ramkrishna Dixit, were also admitted.

The CIRP timeline and next steps were fixed with the last date for receipt of Expression of Interest (EOI) on 10 th March 2025, issuance of provisional and final lists of prospective resolution applicants on 20 th March 2025 and 04 th April 2025 respectively, issuance of Information Memorandum and Request for Resolution Plans on 05 th April 2025, and the last date for submission of resolution plans on 05 th May 2025.

The outcome of the 02 nd CoC meeting was noted and approved. Matters noted included minutes of the 01 st CoC meeting, claims received from BSE Limited, letters from certain shareholders, and applications filed with NCLT by certain shareholders. Matters discussed and approved with 100% majority included the appointment of IBBI-registered Transaction Auditors, Registered Valuers for two classes of assets, advocates for interlocutory applications, publication of the invitation of Expression of Interest (Form G), and approval of EMD, turnover, and net worth criteria for Prospective Resolution Applicants.

This Report was discussed in a meeting held with the Key Management Personnel and thereafter taken on record by the Resolution Professional. Accordingly, the Report for the year ended 31 st March 2025 is as under. Members are hereby informed that during the CIRP period, the affairs of the Company were under the control and supervision of the Resolution Professional, and all actions in respect of the CIRP were carried out under his directions. Further, in terms of Section 17 of the IBC, the powers of the Board of Directors stood suspended and were vested in the Resolution Professional. Further after termination of CIRP proceedings by NCLAT order the powers of the Board of Directors restored.

At the time of commencement of CIRP, the Board of Directors comprised Mr. Satish Kagliwal, Mr. Vadla Nagabhushanam, Mr. Madhukar Deshpande, and Mr. Hitesh Purohit. The Company had attempted to appoint a new director during this period; however, since the relevant resolution was not approved by the members, no appointment could be made while the CIRP was ongoing.

Subsequent Development

Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members are further informed that the Corporate Insolvency Resolution Process (CIRP) initiated against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 has been dismissed/set aside by the Hon'ble National Company Law Appellate Tribunal, Principal Bench, New Delhi, vide its Order dated 15 th December 2025 passed in Company Appeal (AT) (Insolvency) No. 970 of 2025. Consequent to the said Order:

1. The CIRP of the Company stands terminated with immediate effect;

2. The moratorium under Section 14 of the Insolvency and Bankruptcy Code, 2016 stands vacated;

3. The powers and management of the affairs of the Company stand restored to the Board of Directors/Promoters in accordance with the provisions of the Companies Act, 2013; and

4. The Resolution Professional has ceased to act from the effective date of the said Order.

The Company shall take all necessary steps to ensure compliance with applicable laws and regulations and shall keep the Stock Exchanges informed of any further material developments, if any.

Resolution for Retirement by Rotation

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, certain directors are liable to retire by rotation at every Annual General Meeting and, being eligible, may offer themselves for re-appointment.

The Board wishes to inform that, as on the date of this Report, the Company has only one Director on its Board. In such circumstances, the applicability of the provisions relating to retirement by rotation becomes impracticable, as non-approval of the re-appointment by the Members would result in the Company being left without any Director, thereby leading to a position of non-compliance with the provisions of the Companies Act, 2013 and inability to carry on its affairs

In view of the above and in order to ensure continuity of governance and compliance with applicable laws, the Company has, as a matter of prudence, not included the resolution for retirement by rotation and reappointment of the existing Director in the Notice of the ensuing Annual General Meeting.

The Board is taking necessary steps to ensure appropriate constitution of the Board in compliance with applicable provisions of the Companies Act, 2013.

by order of the Board of Directors Satish Kagliwal Director DIN: 00119601

The Company is pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31 st March 2025.

1. FINANCIAL PERFORMANCE.

(Rs in Lacs)

2. COMPANY'S PERFORMANCE AND OPERATION.

There was no revenue in the year under review.

3. DIVIDEND.

The Company has not recommended any dividend for the financial year 2024-25.

4. DEPOSITS.

The company has not accepted any fixed deposits during the year under review.

5. SHARE CAPITAL.

The equity paid up share capital as on 31 st March, 2025 is Rs.143260000/- divided into 14326000 equity shares of face value of 10/- each and preference share capital as on 31 st March, 2025 is Rs. 78,00 000, divided into 78000 nonconvertible redeemable preference shares of Rs 100 each. And there is no any other issue of shares during the year also the Company has not issued shares with differential voting rights, sweat equity shares, nor has initiated any stock options.

6. FINANCIAL STATEMENT

Full version of the Annual Report 2024-25 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Report of the resolution professional (including Corporate Governance Report) are being sent via email to all shareholders who have provided their email address (es). Full version of Annual Report 2024-25 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It is also available at the Company`s website at www.techindianirman.com.

7. STATUTORY AUDITORS AND AUDITORS REPORT.

At the Annual General Meeting held on 29 th June 2022, M/s Gautam N Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in year 2027.

The statutory auditors report is annexed to this annual report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review. Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its Annual General Meeting (AGM) held on 29 th June 2022, had appointed M/s Gautam N Associates, Chartered Accountants as Statutory Auditors to hold office from the conclusion of Annual General Meeting to be held in year 2027, subject to ratification by shareholders every year, as may be applicable. However, the Ministry of Corporate Affairs (MCA) vide its notification dated 7th May 2018 has omitted the requirement under first proviso to section 139 of the Companies Act, 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, regarding ratification of appointment of statutory auditors by shareholders at every subsequent AGM.

8. AUDITORS' REPORT.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

9. INTERNAL AUDITORS.

The Board of Directors of the Company had appointed M/s M.K. Ghatiya and Associates, Company Secretaries, as Internal Auditors to conduct the Internal Audit of the Company for the financial year commencing 01 st April 2024. The Internal Audit reports were reviewed by the Audit Committee of the Company until 02 nd January 2025, when the Corporate Insolvency Resolution Process (CIRP) application was admitted, following which the management and oversight of the Company were under the jurisdiction of the Resolution Professional. Further after termination of CIRP proceedings by NCLAT order the powers of the Board of Directors restored.

10. SECRETARIAL AUDIT REPORT.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, the Board of Directors have appointed M/s. Neha P Agrawal Company Secretaries in Practice (C.P.No.8048) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended on 31 st March 2025. The Secretarial Audit Report issued by M/s. Neha P Agrawal, Practicing Company Secretaries in Form MR-3 is annexed to this Board's Report as Annexure – IV .

11. SUBSIDERIES.

The Company does not have any subsidiary within the meaning of the Companies Act, 2013.

12. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM.

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board`s report. The Company has a well Placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. To maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company.

13. DIRECTORS' RESPONSIBILITY STATEMENT / STATEMENT BY THE CHIEF FINANCIAL OFFICER (CFO) AND

TAKEN ON RECORD BY THE RESOLUTION PROFESSIONAL.

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, and subject to the provisions of the Insolvency and Bankruptcy Code, 2016, it is hereby stated that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

II. The accounting policies have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2025 and of the profit/loss of the Company for the year ended on that date.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the extent applicable under CIRP.

IV. The annual accounts have been prepared on a going concern basis. However, attention is invited to the fact that the Company is under Corporate Insolvency Resolution Process under the provisions of the Insolvency and Bankruptcy Code, 2016.

V. Internal financial controls have been laid down to be followed by the Company and such controls are adequate and operating effectively, to the extent applicable under CIRP.

VI. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively, subject to monitoring by the Resolution Professional.

14. DIRECTORS & KEY MANAGERIAL PERSON.

Ms. Jeevanlata Nandkishor Kagliwal (DIN-02057459) is ceased to re-appoint as director in the Annual general Meeting of the Company held on 19 th September 2024.

Ms. Sweta Kagliwal (DIN-02052811) is ceased to act as Additional Director due to Non-Regularization in Annual General Meeting held on 19 th September 2024

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

15. DECLARATION OF INDEPENDENT DIRECTOR.

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the Rules made thereunder.

It is clarified that, in view of the commencement of the Corporate Insolvency Resolution Process ("CIRP") under the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors, including those of the Independent Directors, have been suspended and are being exercised by the Resolution Professional. Accordingly, while the declarations of independence have been placed on record, the role and functions of the Independent Directors remain inoperative during the CIRP period, further after termination of CIRP proceedings by NCLAT order the powers of the Board of Directors restored.

16. NUMBER OF MEETINGS OF THE BOARD.

During the financial year 2024-25, three meetings of the Board were held prior to commencement of Corporate Insolvency Resolution Process (CIRP). The dates on which the Board meetings were held are 23 rd May 2024, 08 th August 2024, and 26 th October 2024.

The Company came under CIRP with effect from 02 nd January 2025 pursuant to the order of Hon'ble NCLT. Accordingly, the powers of the Board of Directors were suspended and are being exercised by the Resolution Professional. Further after termination of CIRP proceedings by NCLAT order the powers of the Board of Directors restored.

The details of attendance of Board meetings and Committee meetings held during the financial year 2024-25 form part of the Corporate Governance Report.

17. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS.

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, in consultation with its Nomination & Remuneration Committee, had formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

However, the Company has been admitted into Corporate Insolvency Resolution Process (CIRP) with effect from 02 nd January 2025 pursuant to the order of Hon'ble NCLT. Consequently, the powers of the Board of Directors are suspended and vested with the Resolution Professional, and therefore performance evaluation of the Board and its Committees was not carried out after the commencement of CIRP, further after termination of CIRP proceedings by NCLAT order the powers of the Board of Directors restored.

18. MANAGEMENT DISCUSSION & ANALYSIS.

The Management Discussion and Analysis Report for the financial year ended March 31, 2025, has been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, the Company's operations and financial performance were significantly impacted due to the commencement of Corporate Insolvency Resolution Process ("CIRP"). Pursuant to an order dated January 2, 2025, passed by the Hon'ble National Company Law Tribunal

("NCLT"), the Company was admitted into CIRP under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC")

Consequent to the initiation of CIRP, the powers of the Board of Directors were suspended and were exercised by the Interim Resolution Professional ("IRP")/Resolution Professional ("RP") in accordance with Section 17 of the IBC, and the management of the affairs of the Company was vested with the RP during the said period. Further after termination of CIRP proceedings by NCLAT order the powers of the Board of Directors restored.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Company operates in a competitive business environment and is subject to various external factors such as economic conditions and regulatory changes. However, during the latter part of the financial year, the Company's focus was primarily on compliance with CIRP requirements and preservation of value.

OPPORTUNITIES AND THREATS

The CIRP framework provides an opportunity for resolution and revival of the Company through submission of resolution plans. However, the Company faced constraints including limited liquidity, operational challenges, and uncertainty during the CIRP period.

OUTLOOK

The outlook of the Company as at March 31, 2025, remained dependent on the outcome of the CIRP process.

RISKS AND CONCERNS

Key risks include operational disruptions, financial stress, legal proceedings, and uncertainties associated with the CIRP process.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

During the CIRP period, internal control systems and processes were overseen by the Resolution Professional to ensure compliance and safeguarding of assets.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The financial performance of the Company during the year reflects the impact of CIRP, particularly in the last quarter of the financial year. Detailed financial information is provided in the Financial Statements.

HUMAN RESOURCES

The Company continued to engage with its employees during the CIRP period, though uncertainty may have impacted employee stability and morale.

MATERIAL DEVELOPMENTS SUBSEQUENT TO THE FINANCIAL YEAR

Subsequent to the close of the financial year, the CIRP of the Company was concluded pursuant to an order dated December 15, 2025, passed by the Hon'ble National Company Law Tribunal ("NCLT"). Accordingly, the Company has exited the CIRP framework.

CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially due to various factors beyond the control of the Company.

19. PARTICULARS OF CONTRACT OR ARRANGEMENTS PARTICULARS OF CONTRACTS OR ARRANGEMENTS

WITH RELATED PARTIES.

All transactions entered into with Related Parties during the year under review were on an arm's length basis and in the ordinary course of business. There were no material related party transactions with the Promoters, Directors or Key Managerial Personnel during the year.

The Company has developed a Related Party Transactions framework through standard operating procedures for the purpose of identification and monitoring of such transactions. All Related Party Transactions were placed before the Audit Committee and the Board for approval, wherever applicable, till the commencement of Corporate Insolvency Resolution Process.

The Company was admitted into CIRP with effect from 02 nd January 2025 pursuant to the order of Hon'ble NCLT, and thereafter, the powers of the Board of Directors stood suspended and were vested with the Resolution Professional. Accordingly, all transactions entered into post commencement of CIRP were undertaken only with the approval of the Resolution Professional and the Committee of Creditors (CoC), wherever applicable. Further after termination of CIRP proceedings by NCLAT order the powers of the Board of Directors restored.

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC–2, which is set out as Annexure-II and forms part of this Report

20. PARTICULARS OF LOANS, AND GURANTEES OR INVESTMENTS UNDER SECTION 186 OF THE

COMPANIES ACT, 2013.

There is no loan given or guarantee provided or investment made by the Company during the financial year 2024-25 as per Section 186 of the Companies Act, 2013.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR).

The Company does not exceed the threshold limits mentioned in Section 135 (1) of the Companies Act, 2013. Therefore, the provisions pertaining to Corporate Social Responsibility are not applicable to the Company.

22. INSIDER TRADING CODE.

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ('the PIT Regulations') on prevention of insider trading, the Company have its Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. the Company has also updated its Code of practices and procedures of fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes.

23. MATERIAL CHANGES AND COMMITMENTS.

Corporate Insolvency Resolution Process (CIRP )

The Hon'ble National Company Law Tribunal, Mumbai Bench, vide its order dated 2nd January 2025, admitted the application filed under Section 7 of the Insolvency and Bankruptcy Code, 2016 and initiated Corporate Insolvency Resolution Process (CIRP) against the Company. In terms of the said order, Mr. Vallabh Narayandas Sawana (IP Registration No. IBBI/IPA-001/IP-P-02652/2022-2023/14114) has been appointed as the Interim Resolution Professional / Resolution Professional. Consequently, the powers of the Board of Directors stand suspended and are being exercised by the Resolution Professional in accordance with the provisions of the Code. Further after termination of CIRP proceedings by NCLAT order the powers of the Board of Directors restored.

24. RISK ASSESMENT AND MANAGEMENT.

The Company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. The Company has laid down a well define risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor business and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the Company.

25. POLICY AGAINST SEXUAL HARRASMENT AT WORKPLACE.

Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints' Committee. The following is a summary of sexual harassment complaints received and disposed of during the year. No. of complaints received: Nil No. of complaints disposed: NA

26. ENVIRONMENTAL SAFETY.

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

27. COMMITTEE OF THE BOARD.

It may be noted that subsequent to the admission of the Company into CIRP on 2nd January, 2025 , hence the powers of the Board of Directors stood suspended in terms of Section 17 of the Insolvency and Bankruptcy Code, 2016 and the affairs of the Company are being managed by the Resolution Professional. Further after termination of CIRP proceedings by NCLAT order the powers of the Board of Directors restored.

As per the information received from the suspended Board of Directors, up-to 02 nd January 2025 the Board has three committees: The Audit Committee, the Stakeholders' relationship committee, the nomination & remuneration committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows:

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO.

(Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of Directors Report.

a. Conservation of Energy:

(i) The steps taken or impact on conservation of energy Nil

(ii) The steps taken by the Company for utilizing alternate sources of energy - Nil (iii) The capital investment on energy conservation equipment - Nil

b. Technology Absorption and Innovation

(I) The benefits derived like product improvement, cost reduction, product development or import substitution: (ii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): a) Technology imported - Nil b) Year of import - Nil c) Whether the technology been fully absorbed - NA d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof – NA

29. EXTRACT OF ANNUAL RETURN.

Is uploaded on website of the Company.

30. INSURANCE.

All the insurable interest of the Company, including Inventories, Buildings, Machinery etc., is adequately insured.

31. INDUSTRIAL RELATION.

The Company enjoyed cordial relations with its employees at all levels. Our directors record their appreciation of the support and co-operation of all employees and counts on them for the accelerated growth of the Company.

32. ACKNOWLEDGEMENTS.

The Board / Resolution Professional together with the Key Managerial Persons expresses their sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory and government authorities and stock exchanges for their cooperation and support and look forward to their continued support in future.

33. NOTE

Pursuant to the commencement of the Corporate Insolvency Resolution Process ("CIRP") under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC"), the powers of the Board of Directors have been suspended and are being exercised by the Interim Resolution Professional (IRP)/Resolution Professional (RP) in terms of Section 17 of the IBC, 2016. Further after termination of CIRP proceedings by NCLAT order the powers of the Board of Directors restored.

Further it is to be noted that this report is prepared on the basis of Information received from the suspended board of directors. Hence If any discrepancy's found Resolution professional is not able to comment on that.